Saint Gobain - Registration document 2016

6 CORPORATE GOVERNANCE

2. Management and Directors’ compensation

Performance shares The following tables show the performance shares granted or delivered to the Chairman and Chief Executive Officer during the 2016 fiscal year.

(AMF NOMENCLATURE) TABLE 6 – PERFORMANCE SHARES GRANTED IN 2016 TO THE CHAIRMAN AND CHIEF EXECUTIVE OFFICER

shares granted Number of during year

Value (based on method used financial statements) to prepare the consolidated

Performance conditions section 2.4.3 See chapter 6

Name

Plan date

Vesting date Availability date

Pierre-André de Chalendar

11/24/2016

67,000

€1,189,900

11/23/2020

11/24/2020

and less than the sub-cap set by the General Shareholders’ Meeting of June 2, 2016. an IFRS value equivalent to his allocation of performance units in 2015, representing approximately 0.01% of the share capital During the Board meeting of November 24, 2016, Mr. Pierre-André de Chalendar was granted 67,000 performance shares, with The features of the performance shares, specifically the service and performance conditions to which the allocation is subject and which apply to the Chairman and Chief Executive Officer, are explained in chapter 6, section 2.4.

(AMF NOMENCLATURE) TABLE 7 – PERFORMANCE SHARES DELIVERED IN 2016 TO THE CHAIRMAN AND CHIEF EXECUTIVE OFFICER

Name

Plan date Number of shares delivered during year

Availability date

Pierre-André de Chalendar

-

-

-

Rules for holding shares delivered to him, until the cessation of his duties. However, this obligation will cease to apply if and when the total number of The Chairman and Chief Executive Officer is required to retain 50% of the performance shares he received in 2016, that will be applicable at that time). twenty trading days preceding the delivery date of the performance shares and the amount of his gross compensation equivalent of five years’ gross fixed compensation (based on the average opening price quoted for Saint-Gobain shares in the Saint-Gobain shares he personally holds in registered form, at the delivery date of the performance shares, represents the Performance units and Chief Executive Officer during 2016, and the number of performance units that became exercisable during the year. By analogy with the rules applicable to performance shares, the tables below present performance units granted to the Chairman

6

TABLE 6 BIS – PERFORMANCE UNITS GRANTED IN 2016 TO THE CHAIRMAN AND CHIEF EXECUTIVE OFFICER

Value of units (based on method financial statements) used to prepare the consolidated

granted during year Number of performance units

period Exercise

conditions Performance

Name

Plan date

Pierre-André de Chalendar

-

-

-

-

-

No performance units plan was implemented during the 2016 fiscal year.

TO EXERCISE DURING 2016 TABLE 7 BIS – PERFORMANCE UNITS THAT THE CHAIRMAN AND CHIEF EXECUTIVE OFFICER WAS ABLE

that became exercisable in 2016 Number of performance units

Name

Plan date

Start date of the exercise period

Pierre-André de Chalendar

11/22/2012

39,300

11/22/2016

149

SAINT-GOBAIN - REGISTRATION DOCUMENT 2016